Corporate & Commercial

Minnesota copyright attorney Christopher T. Porter discusses the United States Supreme Court decision in Warner Chappell Music, Inc. v. Nealy. Call 612.455.6218.
Continue Reading Warner Chappell Music, Inc. v. Nealy – U.S. Supreme Court Holds Copyright Act Places No Time Limit on Infringement Damages

The following is the text of an email I got from Tanya M. Gibson, Director, Corporations Division of the Arizona Corporation Commission on May 1, 2024:

Hi, All! It has been a while since I have reached out. I hope everyone is well and staying cool!
I have good news to share! We have secured a vendor for our new filing system! Yes, we are replacing eCorp. We are excited because the new system is technologically advanced and offers a great deal of features and functionality that will enhance the customer experience, streamline filings, and better protect against fraudulent filings.
Continue Reading Arizona Corporation Commission is Making a New Website

The following is a March 4, 2024, news item on FinCEN’s website:
On March 1, 2024, in the case of National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.), a federal district court in the Northern District of Alabama, Northeastern Division, entered a final declaratory judgment, concluding that the Corporate Transparency Act exceeds the Constitution’s limits on Congress’s power and enjoining the Department of the Treasury and FinCEN from enforcing the Corporate Transparency Act against the plaintiffs. FinCEN will comply with the court’s order for as long as it remains in effect. As a result, the government is not currently
Continue Reading Federal District Court Rules Corporate Transparency Act Unconstitutional

Question:  Can my lender call my loan that encumbers my land if I transfer the land to an LLC I own?
Answer:  Probably not.  The Federal National Mortgage Association, aka Fannie Mae, has something called Servicing Freddie Mac Mortgages Series 8000.  Section 8406.4(b) Additional permitted Transfers of Ownership Effective 10/20/2021 states:
“Permitted Transfers of Ownership subject to conditions.  In situations where all of the following conditions are met, Freddie Mac will permit a Transfer of Ownership of the Mortgaged Premises:

  • At least 12 months have passed since the Origination Date and
  • The transfer is to a limited liability company (LLC) or limited partnership (LP), provided


Continue Reading Loan Can’t be Called if Land Is Transferred to an LLC

Question:  Did you file my LLC as partnership? My tax accountant needs this information and a copy of that document.
Answer:  You need to get a new accountant who understands LLCs and federal income tax law. It is not possible in any state to file an entity (corp or LLC) as a partnership for federal income tax purposes. The IRS’ default tax method for a multi-member LLC like your two member LLC is partnership. No need to file any papers with the IRS other than the LLC’s IRS form 1065, which is its partnership tax return. If the LLC wants
Continue Reading Did Your File My LLC as a Partnership?

A business partnership or limited liability company is a go-to for many entrepreneurs or experienced business owners. They say, “Two heads are better than one” and are not wrong. More people mean more resources, knowledge, experience, and ideas. But what happens when not everybody agrees to the same ideas? That is when disputes arise.
Common sources of partnership disputes
Breach of fiduciary duties
Breach of fiduciary duty occurs when a party is responsible for acting in the interests of another but fails to do so or does so dishonestly.  An example would be if a manager of an LLC diverts
Continue Reading What should you do in case of a partnership or member dispute?

President of an Arizona nonprofit corporation I formed recently called while at the bank trying to open a bank account for the corporation.  The corporation filed IRS form 1023EZ and was a 501(c)(3) tax-exempt charity.  The banker said her bank could not open a bank account until the corporation could prove its “tax classification.”  I asked her what she meant by “tax classification” and she said it means is the corporation a C corporation or an S corporation?  I said neither because it is a 501(c)(3) tax-exempt charity.  She insisted the corporation had to be a C or an S
Continue Reading Another Wells Fargo Idiot Banker

Question:  If my Arizona LLC is called Widget World, LLC and I want to use Best Widgets in my LLC’s advertisements do i need to file a DBA with Arizona?
Answer:  DBAs in AZ are called trade names.  If you use text that is not the full name of the LLC you should register that text as a trade name with the Arizona Secretary of State.  Getting a trade name or dba from the Arizona Secretary of State is relatively easy to do. It’s a simple online application and the fee is $10. To learn how to get the trade name
Continue Reading Should I Get a DBA for My Arizona LLC?

The Minnesota legislature has passed a bill aimed at combatting the dissemination of “deep fake” videos and images. The bill was passed 131 to zero and is expected to be signed into law by Governor Walz within days. Anticipating what is expected to be an explosion in the use of artificial intelligence (“AI”) to create […]
Continue Reading NEW MINNESOTA PRIVACY LAW CREATES CAUSE OF ACTION FOR DISSEMINATION OF “DEEP FAKES”

A bill to ban non-compete agreements in Minnesota passed the last conference committee hurdle today and is expected to be signed into law by Governor Walz as Minn. Stat. Section 181.988. The law will become effective on July 1, 2023, and will apply to contracts and agreements entered into on or after that date.  The […]
Continue Reading Minnesota Non-Compete Ban Passes Last Hurdle, Expected to be Signed Into Law

Will Minnesota ban non-competes? The legislative session ends May 22. Regardless of what happens, V. John Ella will be speaking on a panel along with Joel Andersen and Katie M. Connolly from the Nilan Johnson law firm at the 2023 Upper Midwest Employment Law Institute on the topic: “Non-Competes, Non-Solicits, and Other Restrictive Covenants – […]
Continue Reading TMB Shareholder V. John Ella to Speak on Non-Compete Reform at Upper Midwest Employment Law Institute

Question:  I received a letter from Wells Fargo bank that said my new LLC’s principal address on file with the Arizona Corporation Commission cannot be 24 W. Camelback Rd, #467, Phoenix, AZ 85013.  That address is your address that our LLC uses only for Arizona Corporation Commission purposes.  Do I have to amend my LLC’s Articles of Organization to change the LLC’s principal address?
Answer:  The 24 W. Camelback Rd, #467, Phoenix, AZ 85013 is a UPS mail box. You are dealing with an idiot banker who is telling you that your LLC cannot have its principal address be a
Continue Reading Well Fargo Bank Demands LLC Change its Principal Address